Sales Terms and Conditions
UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
The terms and conditions contained in this document (“Agreement”) shall apply to all transactions for the purchase of products and services from CuanTec ("Seller"). By ordering any products and services the buyer (“Buyer”) agrees to accept and be bound by the terms and conditions.
Any provisions contained in any document issued by Buyer are expressly rejected and if the terms and conditions in this Agreement differ from the terms of Buyer’s offer, this document shall be construed as a counter offer and shall not be effective as an acceptance of Buyer’s document.
The Buyer shall purchase products and services from the Seller in its own name and for its own account.
An order to purchase a product or service advertised for sale on the Seller`s web site can be done by following the onscreen prompts after clicking on the relevant item. There is an opportunity to check and correct any input errors in the order up until the point at which the order is submitted by clicking the “Place Order” button on the checkout page.
All orders placed are subject to acceptance by the Seller. The Seller may choose not to accept the order for any reason and will not be liable to the Buyer or to anyone else in those circumstances.
After submission of an order, the Seller will send an order acknowledgement email with order reference and details of the products ordered. Acceptance of the order and the formation of the contract will take place when the Seller sends an email confirming the dispatch of the products.
All prices published by Seller may be changed at any time without notice. All prices quoted by Seller are valid for thirty (30) days, unless otherwise stated in writing. All prices will be as specified by Seller or, if no price has been specified or quoted, will be Seller's price in effect at the time of shipment.
All prices are in pounds (£) sterling, exclusive of VAT, and shipping charges. Shipping charges will be added to the total amount due once the shipping service has been selected from the available option as set out on the web site.
Terms of Payment
The Seller will invoice the Buyer upon shipment for the price and all other charges payable by Buyer. Payment terms are thirty (30) days from the date of order. If the Buyer fails to pay any amounts when due, the Buyer shall pay the Seller interest thereon at 5% above the applicable base rate of interest.
Delivery, Cancellation or Changes by Buyer
Unless agreed otherwise, the products will be delivered Ex-Works (Incoterms 2000) from the Seller’s facility. The Seller will have the right, at its election, to make partial shipments of the products and to invoice each shipment separately. The Seller reserves the right to stop delivery of products in transit and to withhold shipments in whole or in part if the Buyer fails to make any payment to the Seller when due.
All shipping dates are approximate only, and the Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond the Seller's reasonable control. In the event of a delay due to any cause beyond the Seller's reasonable control, the Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and the Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay.
Orders in process may be cancelled only with the Seller's written consent and upon payment of the Seller's cancellation charges. Orders in process may not be changed except with the Seller's written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefor. Credit will not be allowed for products returned without the prior written consent of the Seller.
Title and Risk of Loss
The risk of loss of the products will pass to the Buyer upon shipment.
Ownership of the products shall not pass to the Buyer until the Seller has received in full all sums due to it in respect of the products and all other sums that are or may become due and owing by the Buyer to the Seller on any account. The Seller shall be entitled to recover payment for the products notwithstanding that ownership of any of the products has not passed from the Seller.
The Seller reserves all rights of ownership in all intellectual property rights in all offering products or materials. Such products or materials shall not be disclosed to any third parties unless otherwise provided in writing between The Seller and the Buyer.
The Seller`s products are intended to be used for the purposes of laboratory research and may not be used for any other purpose unless otherwise indicated on the product label, or in other documents provided to the Buyer. This includes without limitation, unauthorised commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals.
Analytical reports and other descriptions of products in certificates of analysis, catalogues, technical data sheets or other provided product documentation are only approximate unless explicitly referred to as binding. They shall not constitute any agreement or warranty of any characteristics of the products unless a director of the Seller has expressly qualified a description of a product as warranty of agreement of certain characteristics and so notified the Buyer in writing.
The Seller warrants that the products will be substantially in conformance with the Seller's published specifications.
Save as expressly provided in these terms and conditions, the Seller makes no warranties or representations express or implied, whether by statute or otherwise including any warranties of merchantability satisfactory quality or fitness for a particular purpose with respect to any product. All such warranties are expressly disclaimed and excluded to the maximum extent permitted by applicable law.
The Seller`s sole and exclusive liability and the Buyer`s exclusive remedy with respect to products proved to the Seller`s reasonable satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in the Seller`s sole discretion, upon the return of such products the Seller`s instructions.
Limitation of Liability
The Seller shall not in any event be liable for incidental, indirect, consequential or special damages of any kind resulting from any use or failure of the products, even if the seller has been advised of the possibility of such damage including, without limitation, liability for loss of use, loss of work in progress, down time, loss of revenue, profits or goodwill, failure to realise savings, loss of products of customer or other use or any liability of customer to a third party on account of such loss, or for any labour or any other expense, damage or loss occasioned by such product including personal injury, death or property damage unless such personal injury or death is caused by the seller's negligence.
The Buyer will indemnify and hold harmless the Seller and its legal successors and assigns from and against all suits, losses, claims, liabilities, costs and expenses (including attorney fees) that the Seller may sustain or incur as a direct result of any claim against the Seller based upon breach of contract, breach of warranty, strict liability in tort or any other theory of law brought by the Buyer`s officers, agents, employees, legal successors and assigns, by the Buyer’s customers, by end users, or by other third parties, if and to the extent directly arising out of the Buyer’s breach of its obligations under this Agreement.
The Buyer may not delegate any duties nor assign any rights or claims hereunder without the Seller's prior written consent, and any such attempted delegation or assignment shall be void.
The rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of England.
In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain.
The Seller's failure to enforce, or the Seller's waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision.
The Buyer agrees that all pricing, discounts and technical information that the Seller provides to Buyer, unless otherwise published, are the confidential and proprietary information of the Seller. The Buyer agrees to (1) keep such information confidential and not disclose such information to any third party, and (2) use such information solely for the Buyer’s internal purposes and in connection with the products supplied hereunder. Nothing herein shall restrict the use of information available to the general public.
Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid, to a party at the address specified herein or at such other address as either party may from time to time designate to the other.